ZTE Corporation — Proxy Solicitation & Information Statement 2018

Aug 10, 2018

ZTE CORPORATION 中 興 通 訊 股 份 有 限 公 司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 763)

PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING OF 2018 (THE ‘‘EGM’’) OF ZTE CORPORATION TO BE HELD ON TUESDAY, 28 AUGUST 2018 (REVISED)

Number of H Shares to which this proxy form relates[1] :

I/We[2]

of (address)

holding identity card no. and shareholder account no.

(as shown in the register of members),

being the shareholder(s) of ZTE Corporation (the ‘‘Company’’), hereby appoint the Chairman of EGM or[3] of (address)

holding identity card no.

as my/our proxy to attend on my/our behalf the EGM to be held at the Conference Room on the 4th Floor of the Company’s headquarters in Shenzhen (Address: 4th Floor, A Wing, ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the People’s Republic of China; telephone: +86–755–26770282) on Tuesday, 28 August 2018 at 9: 00 a.m., and any adjournment thereof and vote on my/our behalf in respect of the resolutions set out in the Notice of the Second Extraordinary General Meeting of 2018 (the ‘‘EGM Notice’’) and Supplementary Notice of the Second Extraordinary General Meeting of 2018 (the ‘‘Supplementary EGM Notice’’) as indicated hereunder or, if no such indication is given, as my/our proxy thinks fit.

	Special Resolution	Special Resolution	Special Resolution	For4	Against4	Abstain4
1.00		Resolution on the amendment of relevant clauses in the Articles of Association and the Rules of Procedure of the Board of Directors Meetings
	Ordinary Resolution			Votes5
2.00		Resolution on the Election of Executive Director		—	—	—
		2.01	That Mr. Xu Ziyang be elected as an Executive Director of the Seventh Session of the Board of Directors of the Company for a term commencing on the date on which the resolution is considered and approved at the EGM and ending upon the conclusion of the term of office of the Seventh Session of the Board of Directors of the Company (namely 29 March 2019)	Approved by votes
Date: Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.	2018 Signature6: Please insert the number of H shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the H shares in the issued capital of the Company registered in your name(s). Full name(s) (in Chinese or English) and address(es) as shown in the register of members to be inserted in BLOCK CAPITAL LETTERS. If you want to authorise any person other than the Chairman of EGM as your proxy, please delete the words ‘‘the Chairman of EGM or’’ and insert the name and address of the proxy you duly authorise. Any member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. The proxy need not be a member of the Company. For a member who appoints more than one proxy, his proxies are entitled to execute his voting rights only by way of a poll. Any alterations made in this proxy form should be initialed by the person who signs it. IMPORTANT: Please check the appropriate box under the column marked ‘‘For’’ if you wish to vote in favour of a resolution. Please check the appropriate box under the column marked ‘‘Against’’ if you wish to vote against a resolution. Please check the appropriate box under the column marked ‘‘Abstain’’ if you wish to abstain from voting in respect of a resolution. If no direction is given, the proxy is entitled to vote as he thinks fit. Unless otherwise directed in this proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM in addition to those set out in the EGM Notice and Supplementary EGM Notice. IMPORTANT: Voting at the EGM in respect of resolution No. 2 (namely the election of executive director) shall be conducted by way of accumulative voting, whereby in respect of the resolution you are entitled to a number of votes equivalent to the total number of shares represented by you, and you may cast any of such number of votes in favour of the candidate(s) for executive director, as long as the total number of votes cast does not exceed the number of votes you are entitled to. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed the number of shares represented by you. Otherwise, all votes cast by you in respect of the resolution shall be rendered null and void and you shall be deemed as having waived your right to vote. Please indicate clearly the number of votes that you intend to cast or your intention to abstain from voting in the candidate for executive director in the appropriate box against the corresponding resolution. If no direction is given, your proxy is entitled to put down such number of votes as he thinks fit. Unless otherwise directed in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM to be determined by way of accumulative voting in addition to those set out in the EGM Notice and Supplementary EGM Notice. This proxy form must be signed by you or your attorney duly authorised in writing, or under the Common Seal or the hand of a director or a duly authorised attorney in case of a corporation. If the proxy form is signed by an attorney, the power of attorney or other authorisation documents giving such authorisation must be notarised. In case of joint holders of a share, any one of such holders is entitled to vote at the EGM, by himself or by proxy, as if he is the only one entitled to do so among the joint holders. However, only the vote of the person whose name stands first on the register of members in respect of such share shall be accepted if more than one joint holder attend the EGM personally or by proxy. To be valid, this proxy form together with any notarised copy of the power of attorney or other authorisation documents (if any) authorising the signing of this proxy form must be deposited by H shareholders, no later than 24 hours before the time appointed for holding the EGM, at Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The completion and return of this proxy form shall not affect your right to attend and vote at the EGM should you so wish. IMPORTANT: If you have submitted the original proxy form delivered to shareholders of the Company on 13 July 2018, please note that: (i) The revised proxy form submitted to the Company by you not later than 24 hours before the time appointed for the EGM shall supersede the original proxy form submitted by you, whereby the original proxy form shall be revoked and the revised proxy form (subject to accuracy of information entered thereon) shall be deemed the valid proxy form submitted by you. (ii) If you fail to submit a revised proxy form to the Company not later than 24 hours before the time appointed for the EGM, the original proxy form previously submitted will remain valid (subject to accuracy of information entered thereon). In respect of the aforementioned resolution of No.2 which has not been set out in the original proxy form, if no direction is given, your proxy holding the original proxy form shall be entitled to vote as he thinks fit.

(Both the original copy and any duplicate copy of this proxy form will be accepted as valid.)